Certain Acknowledgements and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the Company.
(ii) You acknowledge that a business will be deemed competitive with the Company if it performs any of the services or manufactures or sells any of the products provided or offered by the Company or if it performs any other services and/or engages in the production, manufacture, distribution or sale of any product similar to services or products, which services or products were performed, produced, manufactured, distributed or sold by the Company during the period while you are employed hereunder.
(iii) You further acknowledge that, while you are employed hereunder, the Company will furnish, disclose or make available to you Confidential Information (as defined below) related to the Company’s business and that the Company may provide you with unique and specialized training. You also acknowledge that such Confidential Information and such training have been developed and will be developed by the Company through the expenditure by the Company of substantial time, effort and money and that all such Confidential Information and training could be used by you to compete with the Company.
(iv) For purposes of this Agreement, “Confidential Information” means confidential and proprietary information of the Company, whether in written, oral, electronic or other form, including but not limited to, information and facts concerning business plans, customers, future customers, suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, sales prospects, client lists, inventions, or any other scientific, technical or trade secrets of the Company or of any third party provided to you or the Company under a condition of confidentiality, provided that Confidential Information will not include information that is (1) in the public domain other than through any fault or act by you, (2) known to you prior to its disclosure to you in the course of your employment hereunder, or (3) lawfully disclosed to you by a source other than the Company which source has a legal right to disclose such information.
Certain Acknowledgements and Agreements. Each Guarantor hereby acknowledges the provisions of Section 2.16 of the Credit Agreement and agrees to be bound by such provisions with the same force and effect, and to the same extent, as if such Guarantor was a party to the Credit Agreement.
Certain Acknowledgements and Agreements. Each Subsidiary Guarantor hereby acknowledges the provisions of Section 2.16 of the Credit Agreement and agrees to be bound by such provisions with the same force and effect, and to the same extent, as if such Subsidiary Guarantor was a party to the Credit Agreement.
Certain Acknowledgements and Agreements. Each T-Mobile SPE acknowledges that it is party to the MPL as a “T-Mobile Lessor” thereunder. Each T-Mobile Contributor acknowledges and agrees that it is a “T-Mobile Ground Lease Additional Party” under and for purposes of the MPL and, without limiting in any respect the duties of such T-Mobile Contributor under Section 3(a), agrees to be bound by all provisions of the MPL applicable to the T-Mobile Ground Lease Additional Parties with the same force and effect, and to the same extent, as if such T-Mobile Contributor were a party to the MPL in such capacity.
Certain Acknowledgements and Agreements. (i) You recognize and acknowledge the competitive and proprietary nature of the business of the Company.
(ii) You acknowledge and agree that a business will be deemed competitive with the Company if it engages in a line of business in which it performs any of the services, researches, develops or manufactures or sells any products provided or offered by the Company or under development by the Company, or any similar products or products fulfilling the same function, whether or not similar, in the Company’s Field of Interest (such businesses to be referred to as “Competitive Businesses”). The phrase, “Field of Interest,” currently means the use of monoclonal antibody products for the diagnosis and therapy of types of cancer related to the Xxxxxxxxxxx antigens. In the event the Company adopts a new definition of Field of Interest, such new definition shall be binding upon you ten (10) days after written notice to you of such change unless you notify the Company in writing that you do not agree to such change.
Certain Acknowledgements and Agreements. (i) The parties have discussed, and Xx. Xxxx hereby recognizes and acknowledges the competitive and proprietary aspects of the business of the Company, its Affiliates and Associates.
(ii) Xx. Xxxx acknowledges that a business will be deemed "competitive" with the Company if, at the time Xx. Xxxx enters into a relationship with such business or, at any time within two years thereafter while Xx. Xxxx has a relationship with such business it engages in, or is actively planning or developing any service and/or the research, development or commercialization of any product that is the functional equivalent of, or that has or will likely have the effect of materially displacing sales of services or products which (A) are performed, produced, manufactured, distributed, sold, under research or active development or in active planning by the Company at any time while Xx. Xxxx is providing Consulting Services or (B) are expressly identified in writing as the subject of Xx. Xxxx'x Consulting Services hereunder. If the Company requests that Xx. Xxxx provide Consulting Services that he advises the Company may be competitive with the activities of another business with which he then has a relationship, the Company may at its option (x) terminate the Consulting Services and in connection therewith pay to Xx. Xxxx any fees and reimburseable expenses due for all Consulting Services rendered through the date of termination, or (y) require Xx. Xxxx to terminate his services with the competitive business or entity.
(iii) Xx. Xxxx further acknowledges that, while performing Consulting Services to the Company, the Company, its Affiliates and Associates have furnished and will furnish, disclose or make available to him Confidential Information (as defined below) related to the business of the Company and, its Affiliates. Xx. Xxxx also acknowledges that such Confidential Information has been developed and will be developed by the Company, its Affiliates and Associates through the expenditure by the Company, its Affiliates and Associates of substantial time, effort and money and that all such Confidential Information could be used by him to compete with the Company, its Affiliates and Associates. Further, while Xx. Xxxx has performed or in the future performs Consulting Services to the Company, he has been or will be introduced to customers and others with important relationships to the Company, its Affiliates and Associates. Xx. Xxxx acknowledges that any and all "goodwill" create...
Certain Acknowledgements and Agreements. (a) Employee acknowledges and agrees as follows:
(i) Employee possesses sufficient knowledge, skill and experience to permit him to earn a living by working in an industry not described in Paragraph 9(c) and Schedule 2 for a period of one year as therein provided.
(ii) Employee's level of skill and experience is rare and unique in the industries in which the Company participates, and that it would be difficult or impossible for the Company to replace Employee within a reasonable period of time.
(iii) Employee's decision to work for or otherwise serve any other business in the industries in which Company participates would cause competitive and other harm and significant hardship to Company, and that to do so would be inconsistent with the benefits provided to Employee under this Agreement or in connection with its execution.
(iv) Employee's compensation provided under this Agreement is fair compensation in consideration of the restrictions contained herein.
(v) A RESIGNATION BY EMPLOYEE FROM EMPLOYMENT BY THE COMPANY (OTHER THAN IN CONNECTION WITH A BONA FIDE RETIREMENT AS AGREED WITH THE COMPANY) MAY BE TREATED BY THE COMPANY AS A MATERIAL BREACH OF THIS AGREEMENT AND, AS A CONSEQUENCE, THE COMPANY MAY AVAIL ITSELF OF ALL RIGHTS AND REMEDIES SET FORTH HEREIN OR AVAILABLE TO IT AS A MATTER OF LAW. In the event of such breach, the Company shall not be liable for any payments or benefits to Employee hereunder.
(b) Employee acknowledges that Employee had the opportunity to retain and consult with legal counsel and tax advisors of Employee's choice regarding the terms of this Agreement. Employee represents that this Agreement is enforceable against Employee in accordance with its terms.
Certain Acknowledgements and Agreements. (i) We have discussed, and you recognize and acknowledge the competitive and proprietary aspects of the business of the Company and the Company Group.
(ii) You acknowledge that a business will be deemed a “Competitive Business” if it competes directly with any of the services or manufactures or sells any directly competitive product provided or offered by, or which could substitute for services or products of, the Company or the Company Group during the year preceding the termination of your employment with the Company or the Company Group or if it performs any other services and/or engages in the marketing, production, manufacture, distribution or sale of any product or service substantially similar to or which could substitute for services or products performed, produced, marketed, manufactured, distributed, sold, under development or planned by the Company or the Company Group during the year preceding the termination of your employment with the Company or the Company Group.
(iii) You further acknowledge that, during the course of your employment with the Company or Company Group, the Company and/or the Company Group will furnish, disclose or make available to you valuable Confidential Information (as defined below) related to the Company’s and the Company Group’s business and that the Company and the Company Group will provide you with unique and specialized training, experiences and opportunities. You also acknowledge that such Confidential Information and such training, experiences and opportunities have been developed and will be developed by the Company and the Company Group through the expenditure by the Company and/or the Company Group of substantial time, effort and money and that the Company believes that all such Confidential Information and training, experiences and opportunities could be used by you to compete with the Company and/or the Company Group. Further, in the course of your employment with the Company and/or Company Group, you will be introduced to and collaborate with and maintain substantial relationships with customers, prospective customers, other business partners, and prospective business partners of the Company and/or Company Group.
(iv) For purposes of this Agreement, “Confidential Information,” means confidential and proprietary information of the Company and/or the Company Group, whether in written, oral, electronic or other form, including but not limited to, information and facts concerning business plans, marketing plan...
Certain Acknowledgements and Agreements. CAG acknowledges (i) that the assets (the “Covered Assets”) listed on Schedule A attached hereto (the “Exempt Facilities”) are being financed with the proceeds of the pollution control revenue bonds listed in the adjacent column on Schedule A (together with any tax-exempt revenue bonds issued in the future to refinance the bonds listed on Schedule A, the “Tax-Exempt Bonds”) and (ii) that CAG has been informed by ACE that the continuing tax-exempt status of the Tax-Exempt Bonds depends on the continuing qualifying use of the Exempt Facilities (“Qualifying Use”) in accordance with Section 103(b)(4)(F) of the United States Internal Revenue Code of 1954 and the regulations promulgated thereunder.
Certain Acknowledgements and Agreements. CDG acknowledges (i) that the assets (the “Covered Assets”) listed on Schedule A attached hereto (the “Exempt Facilities”) are being financed with the proceeds of the pollution control revenue bonds listed in the adjacent column on Schedule A (together with any tax-exempt revenue bonds issued in the future to refinance the bonds listed on Schedule A, the “Tax-Exempt Bonds”) and (ii) that CDG has been informed by DPL that the continuing tax-exempt status of the Tax-Exempt Bonds depends on the continuing qualifying use of the Exempt Facilities (“Qualifying Use”) in accordance with Section 103(b)(4)(F) of the United States Internal Revenue Code of 1954 and the regulations promulgated thereunder.
